Authority, Validity and Binding Effect. The execution and delivery of this Agreement, and each of the documents to be executed by or on behalf of each of Buyer and Adventist Health pursuant to this Agreement, and the performance of the transactions contemplated hereby, have been duly authorized by the respective Boards of Directors and by all other necessary corporate actions on the part of Buyer and Adventist Health. Buyer and Adventist Health have all requisite power and authority to enter into, consummate, perform and carry out all of the terms and provisions of this Agreement. This Agreement is a legal, valid and binding obligation of Buyer and Adventist Health, enforceable against Buyer and Adventist Health respectively in accordance with its terms, except insofar as enforcement thereof may be limited by bankruptcy, moratorium, insolvency or similar Laws affecting creditor’s rights, and all general equitable principles.
Authority, Validity and Binding Effect. The execution and delivery of this Agreement, and each of the documents to be executed by or on behalf of Seller pursuant to this Agreement, and the performance of the transactions contemplated hereby, have been duly authorized by the board of directors of Seller. Seller has all requisite power and authority to enter into, consummate and perform this Agreement and carry out all of the terms and provisions of this Agreement, subject to Electorate Approval, any required approvals in the Chapter 9 Proceeding and receipt of consents which the Parties contemplate will be obtained prior to the Closing Date. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except insofar as enforcement thereof may be limited by bankruptcy, moratorium, insolvency or similar Laws affecting creditor’s rights and all general equitable principles.
Authority, Validity and Binding Effect. The execution and delivery of this Agreement and the other Loan Documents, and the making of the borrowings contemplated by the provisions hereof and thereof, have been duly authorized by all necessary action on the part of the Borrower, and no authorization, approval or consent by, or filing with, any Governmental Authority or public regulatory authority is necessary therefor except for disclosures as required with the Securities and Exchange Commission. This Agreement and the other Loan Documents have been duly and validly executed and delivered by the Borrower and constitute a legal, valid and binding obligation of the Borrower, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights generally and by principles of equity.
Authority, Validity and Binding Effect. The execution and delivery of the Loan Documents contemplated by the provisions hereof for such Advance, have been duly authorized by all necessary action on the part of the Borrower and each Special Purpose Entity, and no authorization, approval or consent by, or filing with, any Governmental Authority or public regulatory authority is necessary therefor. Such Loan Documents have been duly and validly executed and delivered by the Borrower and each Special Purpose Entity and constitute legal, valid and binding obligations of the Borrower and each Special Purpose Entity, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights generally and by principles of equity.
Authority, Validity and Binding Effect. Purchaser has full power and authority to enter into each of the Purchase Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of each of the Purchase Documents to which Purchaser is a party have been duly and validly authorized and approved by all necessary action on the part of Purchaser. Each of the Purchase Documents to which Purchaser is a party are the legal, valid, and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors' rights generally, and by the exercise of judicial discretion in accordance with equitable principles. Neither the execution and delivery by Purchaser of any of the Purchase Documents to which Purchaser is a party nor the consummation by Purchaser of the transactions contemplated hereby or thereby will (i) violate Purchaser's Certificate of Incorporation or Bylaws, (ii) violate any provisions of Law or any Order of any court or any Regulatory Authority to which Purchaser is subject, or by which its assets or properties are bound, or (iii) conflict with, result in a breach of, or constitute a Default under any Contract to which Purchaser is a party or by which its assets or properties are bound.
Authority, Validity and Binding Effect. The execution and delivery of the Loan Documents contemplated by the provisions hereof for such Advance, have been duly authorized by all necessary action on the part of the Borrower, and no authorization, approval or consent by, or filing with, any Governmental Authority or public regulatory authority is necessary therefor. Such Loan Documents have been duly and validly executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights generally and by principles of equity.
Authority, Validity and Binding Effect. Borrower has the power to make, deliver and perform under the Loan Documents, and to borrow and grant Liens in the Collateral hereunder, and has taken all necessary and appropriate action to authorize the execution, delivery and performance of the Loan Documents. This Agreement constitutes, and the remainder of the Loan Documents, when executed and delivered for value received, will constitute, the valid obligations of Borrower, legally binding upon it and enforceable against it in accordance with their respective terms. The undersigned representatives of Borrower are duly authorized and empowered to execute, attest and deliver this Agreement and the remainder of the Loan Documents for and on behalf of Borrower, and to bind Borrower accordingly thereby.
Authority, Validity and Binding Effect. Each of Source and Wiki Sub has all requisite authority and power (corporate and other), licenses, authorizations, consents and approvals to enter into and deliver this Agreement and any of the other related documents to which they are a party and any other certificate, agreement, document or instrument to be executed and delivered by them in connection with the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including, without limitation the documents and instruments necessary to accomplish the Contribution. The execution and delivery of this Agreement and the performance by Source and Wiki Sub of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Source and Wiki Sub. This Agreement is the legal, valid, and binding obligation of Source, enforceable against Source in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, and by the exercise of judicial discretion in accordance with equitable principles. Neither Source nor Wiki Sub needs to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or governmental authority in order for Source or Wiki Sub to execute, deliver or perform this Agreement or the transactions contemplated hereby, including without limitation the consummation of the Contribution.
Authority, Validity and Binding Effect. Borrower has the power to make, deliver and perform under the Loan Documents, and to borrow hereunder, and has taken all necessary and appropriate action to authorize the execution, delivery and performance of the Loan Documents. This Agreement and the remainder of the Loan Documents constitute, the valid obligations of Borrower, legally binding upon it and enforceable against it in accordance with their respective terms. The Borrower acknowledges that the Lender’s liens and security interests in the Collateral have been duly perfected as required by applicable law. No novation is intended or to be implied. The Collateral shall secure the Revolving Note and the other Obligations.
Authority, Validity and Binding Effect. Lessor has all necessary power and authority to carry on its business as it is now being conducted. Lessor has all necessary power and authority to enter into this Agreement and to execute all documents and instruments referred to herein or contemplated hereby and all necessary action has been taken to authorize the individual executing this Agreement to do so. This Agreement has been duly and validly executed and delivered by Lxxxxx and is enforceable against Lessor in accordance with its terms.
